To the Members of Meyer Apparel Limited
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of Meyer Apparel Limited(theCompany) which comprise the Balance Sheet as at March 312020 and the Statement ofProfit and Loss including Other Comprehensive Income Statement of changes in Equity andStatement of Cash Flows for the year then ended and notes to the financial statementsincluding a summary of significant accounting policies and other explanatory information(hereinafter referred to as financial statements).
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 (the Act) in the manner so required and give a hue andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended(Ind AS) and other accounting principles generally accepted inlndia of thestate of affairs of the Company as at March 31 2020 its loss including othercomprehensive loss changes in equity and its cash flows for the year ended on that date.
2. Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs)specified under Section 143(10) of the Companies Act 2013 as amended ("theAct"). Our responsibilities under those Standards are further described in theAuditor's Responsibilities for the Audit of the Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with theethical requirements that are relevant to our audit of the Financial Statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAFs Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the financial statements.
3. Material Uncertainty Related to Going Concern
We draw attention to note no. 42 of the statement wherein the Company has incurred anet loss of Rs. 902.83 Lakhs during the year and the accumulated losses as at March 312020 amounted to Rs. 5499.95 Lakhs resulting in the erosion of its net worth and hascurrent liabilities in excess of current assets by Rs. 2888.46 Lakhs as at March 31 2020.These factors raise doubts that the Company will not be able to continue as a goingconcern. The management is confident of generating cash flows from continue businessoperations to fund its operating and capital fund requirements. In view of the above thefinancial statements have been prepared on a going concern basis. Our report is notqualified in respect of this matter.
4. Emphasis of Matters
We draw attention to Note 53 of the financial statements which describes themanagement evaluation of COVID-19 impact on performance of the Compary which also dependon future developments that are uncertain. Our opinion is not modified in respect of thismatter.
5. Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current year. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.
|Key Audit Matter ||Auditor's Response |
|1. Evaluation of Provision and Continsent Liabilities: ||Our Audit procedure included: |
|As at the Balance Sheet date the Company has significant open litigation and other contingent liabilities as disclosed in note no. 37. The assessment of the existence of the present legal or constructive obligation analysis of the probability or possibility of the related payment require the management to make judgement and estimates in relation to the issues of each matter. || We have reviewed and held discussions with the management to understand their processes to identify new possible obligations and changes in existing obligations for compliance with the requirements of Ind AS 37 on Provisions Contingent Liabilities and Contingent Assets. |
| We have also discussed with the management significant changes from prior periods and obtained a detailed understanding of these items and assumptions applied. We have held regular meetings with the management and key legal personnel responsible for handling legal matters. |
|The management with the help of opinion and advise of its experts have made such judgements and estimates relating to the likelihood of an obligation arising and whether there is a need to recognize a provision or disclose a contingent liability. |
|In addition we have reviewed: |
| the details of the proceedings before the relevant authorities including communication from the advocates / experts; |
|Due to the inherent complexity and level of judgement relating to recognition valuation and presentation of provision and contingent liabilities this is considered a key audit matter. |
| legal advises / opinions obtained by the management if any from experts in the field of law on the legal cases; |
| status of each of the material matters as on the date of the balance sheet. |
| We have assessed the appropriateness of provisioning based on assumptions made by the management and presentation of the significant contingent liabilities in the financial statements. |
6. Information other than the Financial Statements and Auditor's Report Thereon
The Company's Management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in theCompany's Annual Report Management Discussion and Analysis Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.
7. Responsibilities of Management's for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a tme and fair view andare free from material misstatement whether due to fraud or error.
In preparing the financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financialreporting process.
8. Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit: We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provideabasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
9. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 (the Ordef')issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure-A a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act we report that:
a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;
c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the books of account;
d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act read with Companies (Indian Accounting Standards) Rules2015 as amended;
e) On the basis of the written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2020 from being appointed as a director in terms of Section164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these Ind AS financial statements and theoperating effectiveness of such controls refer to our separate Report in AnnexureB;
g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:
In our opinion and to the best of our information and according to the explanationgiven to us the managerial remuneration for the year ended March 31 2020 has been paid /provided by the Company to its directors in accordance with the provisions of section 197read with Schedule V of the Act;
h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements -ReferNote37 to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses- Refer Note 37 to the financialstatements;
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
|For Khandelwal Jain & Co. |
|Firm Registration No. 105049W |
|Chartered Accountants |
|Manish Kumar Singhal |
|Membership No. 502570 |
|Place: Gurugram |
|Dated: Julyl82020 |
Annexure-A to the Independent Auditors' Report on the Financial Statements
The Annexure referred to in paragraph 8 (1) of the Independent Auditors' Report of evendate to the members of Meyer Apparel Limited on the financial statements for theyear ended 3 lstMarch 2020 we report that:
I. (a) The Company has maintained proper records showing full particulars includingquantitative details and situations of its Fixed Assets.
(b) All fixed assets have not been physically verified by the management during theyear but there is a regular program of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets and as informed nomaterial discrepancies were noticed on such verification.
(c) According to information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of the immovable properties areheld in the name of the Company. In respect of immovable properties of building that havebeen taken on lease and disclosed as Right of use assets in the financial statements thelease agreements are in the name of the Company.
II. As per the information furnished the management at reasonable intervals during theperiod has physically verified the Inventories. In our opinion having regard to thenature and location of stocks the frequency of physical verification is reasonable andthe discrepancies noticed on physical verification of stocks were not material in relationto the operation of the Company and the same have been properly dealt with in the books ofaccount.
III. According to information and explanations given to us the Company has not grantedany loans secured or unsecured to companies firms limited liability partnerships andother parties covered in the register maintained under section 189 of the Companies Act2013. Accordingly paragraph 3 (iii) (a) and (b) of the Order are not applicable.
IV. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.
V. In our opinion and according to the information and explanation given to us theCompany has not accepted any deposits within the meaning of the provisions of Sections 73to 76 or any other relevant provisions of the Companies Act 2013 and the rules framedthere under.
VI. According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under sub-section (1) of section 148 ofthe Companies Act 2013 for the products of the company.
VII. (a) According to the information and explanations given to us and records examinedby us in our opinion the Company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income Tax Goods andService Tax Custom Duty Cess and other material statutory dues applicable to it with theappropriate authorities. According to the information and explanations given to us thereare no undisputed amounts payable in respect of such statutory dues at the year end for aperiod of more than six months from the date they became payable.
(b)According to the information and explanations given to us the dues which have notbeen deposited on account of disputes and the forum where the dispute is pending as under.
|Name of the Statute ||Nature of Dues ||Year ||Amounts ||Forum where dispute is Pending |
|1 Customs Act 1962 ||Custom Duty ||1282 Lakh and interest thereon ||1993-94 ||Hon'ble Supreme Court |
VIII. According to the information and explanations given to us and records examined byus the Company has not defaulted in repayment of dues to financial institution or banksor government or debenture holders as to the Balance Sheet date.
IX. As per information and explanations given to us the Company has not raised anymoney by way of initial public offer / further public offer / debt instruments and termloans hence reporting under clause (ix) is not applicable to the Company.
X. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company or no material fraud on the Company by its officers oremployees has been noticed or reported during the year.
XI. In our opinion and according to the information and explanation given to us and thebooks of accounts verified by us the Company has paid/provided managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith the Schedule V to the Act.
XII. The Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the order isnot applicable.
XIII. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of Companies Act 2013 where applicable and details ofsuch transactions have been disclosed in the Financial Statements as required by theapplicable accounting standards.
XIV. According to information and explanations given to us and based on our examinationof the records of the Company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.
XV. In our opinion and according to the information and explanation given to us andcertified by the management the company has not entered into any non-cash transaction withdirectors or persons connected to its directors as referred to in section 192 of CompaniesAct 2013. Accordingly paragraph 3(xv) of the Order is not applicable to the Company.
XVI. According to the information and explanations given to us the company is notrequired to be registered under section 45- IA of the Reserve Bank of India Act 1934.
For Khandelwal Jain & Co. Firm Registration No. 105049W Chartered Accountants
Manish Kumar Singhal Partner
Membership No. 502570 UDIN:20502570AAAABC3313
Place: Gurugram Dated: July 182020
Annexure-B to the Independent Auditors' Report on the Financial Statements
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (the Act)
To the Members of Meyer Apparel Limited
We have audited the internal financial controls over financial reporting of MeyerApparel Limited (the Company) as of 31st March 2020 inconjunction with our audit of the financial statements of the Company for the year endedon that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controlsbasedontheintemalcontroloverfinancialreportingcriteriaestablishedbytheCompanyconsideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India (TCAF). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over FinancialReporting(the Guidance Note) and the Standards on Auditing issued by ICAI anddeemed to be prescribed under sectionl43(10) of the Companies Act 2013to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding there liability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that; (l)Pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company;(2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and(3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 312020based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For Khandelwal Jain & Co. Firm Registration No. 105049W Chartered Accountants
Manish Kumar Singhal Partner
Membership No. 502570 UDIN:20502570AAAABC3313
Place: Gurugram Dated: July 182020